Frog Digital Listing Display Terms and Conditions

Standard Terms and Conditions for Frog Digital Listing Services

Please read these Standard Terms and Conditions carefully as the conditions will form the basis of the contract for our digital listings. By placing an order you accept and agree to be bound by these terms in full.

PARTIES
These Digital Listing Terms and Conditions (“Conditions”) are entered into between: Frog Systems Limited a company registered in Scotland SC491139 whose registered office is at Bellahouston Business Centre, FrogQuarters, 423 Paisley Road West, Glasgow, Scotland, G51 1PZ (“Frog”, “we”, “us”, “our”); and (The person or organisation named on a Confirmation of Order (“you”, “your”) each a “Party” and together the “Parties”

1.Definitions

In these Conditions:

“Listing” means any directory-style, event or job/vacancy style record containing name of organisation, contact details, general information and potentially external links to other related information pages and social media platforms

“Order” means a document, webpage or electronic communication which you complete and submit to us, under which you offer to purchase or subscribe to one or more services from us or to modify, extend or renew any existing service.

“Agreement” means the agreement between the Parties as set out in the Confirmation of Order and inclusive of these terms and conditions.

“Business Day” means Monday to Friday and on which banks are open for trading in the United Kingdom

“Business Hours” means 9:00am to 5:30pm on each Business Day.

“Charges” means our charges for providing the services payable for each month of the Term

“Content” means any creation of intellect and includes code, text, design, images, audio, animation, video and links.

“Effective Date” means the date of the Confirmation of Order.

“Fixed Fee” means payment of a single agreed amount in full at the time of order

“Free Listing” means a listing provided without or with zero charges

“IPR” means intellectual property rights and includes, but is not limited to, patents, patent applications, patent disclosures, inventions and improvements (whether patentable or not), trademarks, service marks, trade names and other trade indicia, copyrights and copyrightable works, source code, trade secrets, know-how, database rights and drawings in any part of the world.

“Monthly Rolling” means a term for a service that continues indefinitely on a month to month basis until terminated in accordance with the Agreement.

“Renewal Period” means the monthly anniversary of the Service Commencement Date.

“Service” means product or service offered by us

“Service Commencement Date” means the date on which the Service(s) is/are first provided by us to you unless otherwise specified

“Service Tiers” means distinguishable levels of service commitment and delivery associated with different charge/pricing levels for a Service.

“Third Party Data” means data we obtain for use under license from third party organisations and which may be used to assist in the provision of Services.

“Trial Service” means where we provide you any Service on a trial basis.

“User” means a person who uses frog.net

“User Generated Content” means Content created, transmitted via or otherwise communicated by non-administrative users of a website, and includes to forum posts, videos, graphics, images, animation, comments, content, reviews, testimonials, public or private messages that may be submitted to or on a website.

2. Interpretation

In these Conditions:
2.1. Reference to any:

  • Statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and any subordinate instrument made under it;
  • Person includes natural persons, companies, partnerships, associations, governments, organisations, states, government or state agencies, foundations and trusts;
  • Company shall include any company, corporation or other body corporate, wherever and however incorporated or established; and
  • Party includes a reference to that Party’s successors in title, permitted assignees and transferees (if any);

2.2. Words denoting the singular shall include the plural and words denoting the plural shall include the singular;

2.3. Words denoting gender shall include all genders;

2.4. Headings are for convenience only and do not affect the interpretation of these Conditions;

2.5. The word “including” and similar expressions will not be construed as words of limitation and shall be read as “including, but not limited to”;

2.6. “data”, “data subject”, “personal data”, “processing” and “restriction of processing” have the same meaning as defined by the General Data Protection Regulation (GDPR)

3.Binding Contract

3.1. These conditions are incorporated into the Agreement which comprises a legally binding contract between you and us.

3.2. Your submission of a completed order shall comprise an offer, and our delivery of a Confirmation of Order to you shall comprise acceptance. The Agreement shall become binding upon our issuing a Confirmation of Order to you.

4.Our Responsibilities

4.1. We shall endeavour to make Frog.net available at all times to all users.

4.2. We’ll use reasonable skill and care in providing the services but, given the nature of the services, we can’t guarantee that they’ll be continuously available or error free

4.3 We shall have the right to decline, suspend or cease to publish any Listing or part of any Listing, or video, or suspend any service, immediately and without prior notice, if:

• it breaches of relevant advertising, trading or consumer protection laws, regulations or standards;
• it contains inaccurate or misleading information
• it infringes the terms of any law, the rights of any person or is unlawful, offensive, prejudicial and inflammatory;
• it may subject us to a claim, prosecution, or damage our corporate and brand reputation
• it contains IPR which we have reasonable grounds to believe has not been granted permission for it use by its owner

4.4 Where we suspend, cease or decline to publish we shall endeavour to notify you of our actions as soon as reasonably practicable.

5. Your Responsibilities

5.1. You shall provide us with any content reasonably required to perform the service and in a suitable format as specified by us from time to time.

5.2 You’re responsible for paying all charges that you, and any person accessing your services on your behalf, incur.

5.3. You agree that any content that you upload to your listing or any part of your listing is legal, decent, honest and truthful, and complies with terms of any law and that you either own or have the rights and full permission to use any content from its lawful owner

5.4. If your activities or promotion fall within the regime regulated by the Financial Conduct Authority, you warrant to us that you are authorised in the conduct of your business by the Financial Conduct Authority

5.5 You confirm and warrant that you have the necessary authority, regulatory consents and permissions to place a listing on Frog on behalf of the organisation, group, business that you are representing

5.6 You shall not engage in any activity that interferes with or disrupts with the Frog.net service, nor attempt to circumvent, disable or otherwise interfere with security-related features of Frog.net or enforce limitations on the use of Frog.net or its content.

5.7 You shall warrant that content uploaded by you or on your behalf to Frog.net shall be free from viruses, fault or other conditions that could damage or interfere with internet hosting networks and systems.

5.8 You shall comply with all written security or network access requirements that we provide to you.

5.9. You shall keep confidential any passwords or access codes that we provide to you, and you shall have absolute liability for all actions taken when your account logon details are used other than where such use is as a result of our failure. You shall also notify us immediately if you are aware of any breach of security in connection with your account.

5.10 You shall only use the service in a way that does not interfere with its normal intended operation

6.Free Services

6.1. Free Services shall be provided on an “as is” and “as available” basis. We shall have the right to terminate Free Services, without liability, at any time, for any or no reason, immediately without cause.

7. The Frog website

7.1. We reserve the right to refuse to disclose, unless compelled by law, the identify or personal data of any person who is responsible for generating content.

7.2. We shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice.

7.3 You grant to us for the duration of the service a worldwide, irrevocable, royalty free, transferable, sub-licensable, non-exclusive licence to use the content you provide to us to enable us to provide the services to you, display your content and IPR on third party platforms, and for our marketing, research and promotional activities.

7.4. We do not, in any circumstances, approve or endorse any organisation, activity, product or service that is listed and promoted via the Frog website.

7.5 Information that is provided on the Frog website is intended as guideline only and is not a replacement in any way for professional medical advice. We do not warrant nor represent that the information accessible via the Frog website is accurate, complete or correct.

7.6 The Google Maps service made available to you as part of any service is under license from Google Inc. By using the Google Maps service and any data or information accessed from Google Maps in any Service, you agree to be bound by the Google Maps terms and conditions

7.7 You acknowledge that we cannot guarantee any specific positioning on Frog for any Listing or any contacts/responses to such Listings.

7.8 The appearance, including the look, functionality and formatting, of services may vary depending on the browser or device used by the user for viewing the Frog website

8. Payment

8.1. You shall pay the charges for each service as ordered and confirmed

8.2. Payment to us shall be made in pounds GB sterling (£) by electronic funds transfer including Direct Debit, cheque, credit or debit card payment

8.3. If you dispute an invoice in good faith, you shall pay the undisputed amount when due and payable and shall submit written notice of the dispute including the disputed amount, reasons for the dispute and supporting documentation, within 30 calendar days from the date the invoice is received. The Parties shall use their best efforts to resolve the dispute.

8.4 If you do not make any payment or instalment due under this Agreement, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other Order from you

8.5 Reductions or discounts arising pursuant to a promotional offer shall be applied to charges where all the terms of eligibility for the promotional offer have been met.

9. Term and Termination

9.1. The Agreement shall commence on the Effective Date notwithstanding that the Confirmation of Order may be issued or received after the effective date.

9.2. Unless it is terminated earlier in accordance with these Conditions, the Agreement shall continue until expiry of the term of all Services on the Confirmation of Order.

9.3. The term of each service shall commence on the service commencement date and shall continue indefinitely for services on monthly rolling basis;

9.4. Where a Confirmation of Order specifies that a Service is on a try-before-you-buy (trial) basis you may terminate the Service without further liability by giving written notice on or before the opt-out date specified on the Confirmation of Order. Otherwise after the opt-out date the Service shall continue as a Service on a Monthly Rolling basis with no Initial Period.

9.5. Where a Service is on a Monthly Rolling basis you may terminate the service after the expiry of the initial period of one month by giving notice 14 days prior to expiry of the initial period or end of the then current service month, otherwise notice shall be effective as of the end of the next service month. You may do this by telephoning our customer services team on 0300 124 6868 or emailing us at hello@frog.net and quoting your account number.

9.6. If you terminate or opt out of any agreement and you subsequently wish to re list with us, a new agreement shall be required.

9.7. We may terminate all or part of the Services with immediate effect by giving written notice to you if:
(a) you commit a material breach of any provision of the Agreement (including without limitation late or non-payment), provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;
(b) you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;
(c) if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
(d) an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
(e) you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects.

9.8 On termination of the Agreement by us for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

10. Suspension of Service

10.1. We may temporarily suspend any Service at any time:
• To carry out essential maintenance;
• To prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; or
• If we have reason to believe that you are no longer using the services or that the password and access codes we have provided to you are being misused, including where you fail to respond to email from us regarding your contact information.

10.2 Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.

11.Limitation of Liability

11.1. Nothing in this Agreement shall limit either Party’s liability for:

  • Death or personal injury caused by such Party’s negligence;
  • Fraud or fraudulent misrepresentation; or
  • Such other liability which cannot be excluded or limited by applicable law

11.2. We shall not be liable for any consequential, indirect, exemplary, punitive, special, incidental or reliance damages, or for any damages related to lost profits, lost data, lost opportunity or business interruption, howsoever caused and even if a Party knew or should have known of the possibility of, or could reasonably have prevented, such damages.

11.3. In all other cases our aggregate liability shall be limited to the total Charges paid by you in respect of the Service that is the subject of the Claim in the 12-month period preceding the cause of action arising.

11.4 We shall have no liability in respect of an error or omission in any listing for which you are responsible.

12. Warranties and Disclaimers

12.1. Each Party warrants that it has all necessary power and authority to enter into and perform its obligations pursuant to the Agreement.

12.2. Unless expressly stated in the applicable Service Rules we make no representations, warranties or guarantees that a digital listing or service shall generate any level of interest.

12.3. Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. You shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in the Agreement.

12.4. You acknowledge that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems and the availability thereof. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability. You shall promptly notify us if you notice any problems with the availability or functioning of the services so that we can try to fix these problems.

12.5. Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.

12.6. We shall have the right to collect information about your use of the Services and your
customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of the IPR in this information.

13. Changes to the Services and Condition

13.1. We are committed to the constant improvement of our products and services. We shall have the right to modify Frog.net or any of the Services from time to time without prior notice provided the change is not materially detrimental to the value or function of the service. If we consider that such modification is reasonably likely to be materially detrimental to the value or function of the Service, we shall notify you of such modification and you shall have the option, if exercised within 14 days of notice or other reasonable period specified within the notice, to terminate the Service without further liability and receive a refund for that part of the charges paid in advance which relates to a period after the date of termination.

13.2. We may from time to time amend these Conditions and the Service Rules without notice to you.

14. General

14.1. Assignment. You shall not assign or otherwise dispose of all or any of your rights or obligations under the Agreement without our prior written consent. We may assign the Agreement to any third party, in full or part, at our sole discretion, by giving written notice of the assignment to you. Any purported assignment in breach of this clause shall be deemed null and void.

14.2. Entire Agreement. The Agreement constitutes the entire agreement between the Parties relating in any way to its subject matter and supersedes and merges all prior discussion and any prior agreement. Each Party acknowledges that in entering into the Agreement it has not relied on any warranty, representation or other promise of any nature not contained in the Agreement.

14.3. Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations pursuant to this Agreement if such delay or failure is caused by a Force Majeure Event.

14.4 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government, any shipping, postal or other relevant transport strike, failure or accidents.

14.5 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

14.6. Law and Jurisdiction. The Agreement and any disputes arising out of or in connection with it or its subject matter shall be construed in accordance with and governed exclusively by the laws of Scotland.

14.7 Notices. Any notice given in connection with the Agreement shall be in writing.

14.8 Nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes.

14.9 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be severed from this Agreement and the remainder of the Agreement shall continue in full force and effect to the maximum extent permitted by law.

14.10 This Agreement shall be binding upon the Parties and their respective successors and assigns.

14.11. Survival. Each indemnity, disclaimer, warranty, undertaking as to defence, undertaking as to confidentiality and release in the Agreement, and agreement as to jurisdiction and governing law, shall survive the expiry or termination of the Agreement. All obligations and debts incurred pursuant to the Agreement prior to its termination or expiry shall survive the expiry or termination of the Agreement.

14.12 Variation. No variation, modification or waiver of any provision in the Agreement nor consent to any departure by any Party from any such provision, shall be effective unless in writing and signed by the Parties.

14.13 Waiver. A failure or delay by either Party to enforce any right or remedy available under this Agreement shall not constitute a waiver of such right or remedy or a waiver of other right or remedy. If either Party waives any specific obligation or liability under this Agreement, such waiver will not extend to any other obligations or liabilities under this Agreement.

Frog Systems Ltd,
423 Paisley Rd West, Glasgow G51 1PZ
A company registered in Scotland number SC491139

Version 1 © 09 January 2019

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